MBAC M3Brigade Acquisition II Corp

Item 8.01. Other Events.

On December 30, 2022, M3-Brigade Acquisition II Corp. (“MBAC” or the “Company”) received notice from M3-Brigade Sponsor I, LP (the “Sponsor”) that the Sponsor has determined to irrevocably and unconditionally abandon its interest in the 7,500,000 private placement warrants held by it (the “Private Warrants”) and permanently surrender and relinquish all rights in such warrants, with no consideration being provided to the Sponsor in exchange therefor. In light of this determination by the Sponsor, the Company has instructed Continental Stock Transfer & Trust Company, as the Company’s transfer agent, to cancel and retire the Private Warrants with effectiveness as of the date hereof.

Forward Looking Statements

This communication includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.

These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating our ability to complete our initial business combination and other risks and uncertainties indicated from time to time in filings with the SEC, including “Risk Factors” in the Definitive Proxy Statement and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 15, 2022, and our Quarterly Reports on Form 10-Q filed with the SEC on May 23, 2022, August 12, 2022 and November 14, 2022 and in other reports we file with the SEC. MBAC expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in MBAC’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.